Petro Resources Corp - Current report filing (8-K)
02 Outubro 2008 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 26, 2008
PETRO
RESOURCES CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
|
DELAWARE
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333-132596
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86-0879278
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
777
Post Oak Boulevard, Suite 910
Houston,
Texas 77056
|
|
(Address
of principal executive offices)
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(832)
369-6986
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions.
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14d-2(b)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Item 1.01 Entry into a Material
Definitive Agreement.
On
September 26, 2008, Petro Resources Corporation (the “Company”) sold its 5.33%
limited partner interest in Hall-Houston Exploration II, L. P. pursuant to a
Partnership Interest Purchase Agreement dated September 26, 2008, as amended on
September 29, 2008. The interest was purchased by a non-affiliated partnership
for a cash consideration of $8.0 million and the purchaser’s assumption of the
first $1,353,000 of capital calls on the limited partnership interest sold
subsequent to September 26, 2008. The Company agreed to reimburse the
purchaser for up to $754,255 of capital calls on the limited partnership
interest sold in excess of the first $1,353,000 of capital calls subsequent to
September 26, 2008. The Company will realize a net gain on the sale
of the asset of not less than approximately $1.10 million for the quarter ending
September 30, 2008, subject to future upward adjustment to the extent that some
or all of the $754,255 is not called. The proceeds of the sale of the
limited partnership were used to redeem the Company’s outstanding shares of
Series A Preferred Stock.
Item 7.01 Regulation FD
Disclosure
.
On
September 26, 2008, the Company redeemed 2,563,712 shares of the Company's
outstanding Series A Preferred Stock at an aggregate redemption price of
$7,946,735. The shares were held by investment funds managed by Touradji Capital
Management. Pursuant to the terms of the Series A Preferred Stock, the Company
was required to redeem all Series A Preferred Stock no later than October 2,
2008. After giving effect to the redemption, there are no shares of Series A
Preferred Stock outstanding.
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PETRO
RESOURCES CORPORATION
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Date:
October 1, 2008
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/s/ Wayne
P. Hall
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Wayne
P. Hall,
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Chief
Executive Officer
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